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                                 UNIFY CORPORATION 
                             181 METRO DRIVE, 3RD FLOOR
                                SAN JOSE, CA  95110
                                          


Reza Mikailli
c/o Unify Corporation
181 Metro Drive, 3rd Floor
San Jose, CA  95110

     Re:  EMPLOYMENT ARRANGEMENTS
          
Dear Reza:
     
     This letter restates the terms and conditions of your employment with 
the Company.  Effective as of May 1, 1998, this letter supersedes that 
certain Employment Letter between you and the Company dated March 31, 1995.

     1.   POSITION/TITLE.  You will continue to be employed as President and 
Chief Executive Officer.  In such position, you shall report directly to the 
Board of Directors.  You shall devote your efforts and attention on a full 
time basis solely to the business of the Company. You will not engage in any 
other business activity, whether or not such business activity is pursued for 
gain, profit or other pecuniary advantage without prior written approval of 
the Board of Directors of the Company.  

     2.   SALARY.  You will be paid a fixed salary in bi-weekly or semi-
monthly installments at the rate of $22,917 per month in accordance with 
Company policies from time to time in effect.  

     3.   BONUS.  You shall be eligible to participate in the executive bonus
plan approved from time to time by the Board.  In general terms, consideration
of bonuses will be based upon the Company's achievement of its business plan. 
You shall be eligible for a bonus of up to $160,000 per year.  Subject to the 
terms of any bonus plan which may be adopted from time to time by the Board, 
the terms and conditions of such plans, the criteria for granting bonuses, as 
well as the amount of bonuses, if any, will be at all times in the sole 
discretion of the Board of Directors.  

     4.   OPTIONS.  The Company has granted you an option for an additional 
485,000 shares of Common Stock with an exercise price of $2.156 per share.  
The new option will vest monthly over a four year period from the date of 
grant. Notwithstanding the above, in the event of (i) the merger of the 
Company with or into another corporation as a result of which the holders of 
the Company's equity securities prior to such transaction control less than 
50% of the equity securities of the surviving entity following such 
transaction (a "Merger"), or (ii) a sale by the 

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Company of all or substantially all of its assets (an "Asset Sale"), then you 
shall, effective with the closing of such transaction, have the right to 
exercise your stock options for the number of shares which have vested as of 
such date plus one-half of the number of shares which have not yet vested. 
The remaining unvested portion of the option will vest at a proportionately 
lower rate over the remaining period of the original four year vesting term.

     If your employment is terminated by the Company or your compensation and 
benefits are materially reduced within twelve months following a Merger or an 
Asset Sale, then you shall have the right to exercise your stock options for 
all of the shares subject to the options.

     If your full time employment is terminated by the Company at any other 
time, your options shall be accelerated such that you shall have the benefit 
of one additional year of vesting of the unvested portion of your options.

     5.   OTHER BENEFITS.  You shall also be entitled to such other benefits 
and to participate in such other plans as may be offered from time to time by 
the Company to employees generally, in accordance with the terms and 
conditions of such plans.  Without limiting the generality of the foregoing, 
you shall be provided a monthly automobile allowance of $500.

     6.   BENEFITS ON SALE OF THE COMPANY.  It is understood and acknowledged 
that the terms and conditions of that certain letter dated October 30, 1997 
regarding special bonus arrangements upon any Sale of the Company (as defined 
therein) have terminated as provided in such letter and are no longer in 
force or effect.

     7.   LOAN.  So long as you remain employed by the Company, at the end of 
each quarter, commencing with the quarter ending July 31, 1998, the Company 
will forgive $25,000 of the amounts owed by you pursuant to that certain 
promissory note made by you in favor of the Company in the approximate amount 
of $200,000. You shall be responsible for all taxes which arise in connection 
with such forgiveness, including, to the extent required, payment of 
withholding taxes.

     8.   SEVERANCE.  If the Company terminates your employment you shall be 
entitled to severance benefits including salary, bonus (based upon the actual 
bonus for the prior year) plus medical and dental benefits in accordance with 
the terms of this paragraph.  An amount equal to six months salary and bonus 
shall be payable upon any such termination.  In addition, for a period ending 
six months after termination or when you commence new employment, whichever 
first occurs, you shall continue to receive your salary, bonus and benefits.  
If your new employment involves only part-time work or a salary and bonus 
rate below the salary and bonus paid to you by the Company, the Company shall 
continue to pay you the difference in salary until the expiration of the six 
month period.  It is expressly understood that the loan forgiveness amounts 
referred to in paragraph 7 hereof shall not be included for the purposes of 
determining your salary and bonus.

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     9.   TERM AND TERMINATION.  You acknowledge that your employment with 
the Company is on a "AT WILL" basis and shall terminate upon the earlier of 
(i) your resignation, death or permanent disability or (ii) the Company's 
election to terminate your employment with or without cause or notice.  In 
the event of any such termination, you shall be entitled only to such 
benefits as shall have accrued as of the date of termination as specified 
herein, and no further compensation.  You acknowledge that the terms 
specified herein include substantial benefits to offset any risks of your 
employment being terminated at any time, with or without cause.  You further 
acknowledge that this provision cannot be modified except by written 
agreement approved by a majority of the disinterested members of the Board of 
Directors.

     Without limiting the generality of the foregoing, it shall be a 
condition precedent to your receipt of, and the Company's obligation to pay 
you, any of the benefits provided for in this agreement on your termination 
(including all severance payments and acceleration of options) that you 
execute a full release of the Company and its officers, directors, employees, 
agents and affiliates of any claims relating to your employment, compensation 
and the termination of your employment, such release to be substantially in 
the form attached as Exhibit A hereto.  Failure to execute such release shall 
not affect the enforceability of Sections 9, 10, 11, 12 or 13 of this 
agreement, but shall only affect the Company's obligation to provide you the 
post-termination benefits described in Sections 4, 6 and 8 hereof.

     10.  OTHER AGREEMENTS.  You represent and warrant that you are not 
subject to or bound by any agreement which forbids employment by the Company 
or limits in any way your ability to perform your duties and responsibilities 
as President and Chief Executive Officer of the Company.  You further agree 
to execute and deliver all other agreements reasonably required by the 
Company, including, but not limited to, the Company's standard employee 
confidentiality agreement.

     11.  CONFIDENTIALITY AGREEMENTS.  You represent, warrant and agree that 
you will comply with all of the Company's confidentiality and proprietary 
rights policies from time to time in effect during the term of your 
employment.

     12.  ARBITRATION.  You agree that in the event of any dispute regarding 
your employment, including, but not limited to, any dispute regarding the 
negotiation of the terms of employment, any termination or employment or the 
interpretation or performance of the terms and conditions hereof, such 
dispute shall be subject to binding arbitration in accordance with the rules 
of the American Arbitration Association.

     13.  ENTIRE AGREEMENT.  You recognize and agree that this letter sets 
forth all of the material terms of the Company's agreement with you and that 
you are not relying upon any oral or written representation with respect to 
your employment except as specifically contained herein.  To the extent of 
any inconsistency between this letter and other documents, including but not 
limited to, documents or agreements related to stock option exercises, prior 
employment offer letters, company bonus plans, etc., the terms and conditions 
of this letter shall prevail.

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     13.  SEVERABILITY.  While the provisions contained in this letter are 
considered by you and the Company reasonable in all circumstances, it is 
recognized that certain of the provisions may fail for technical reasons. 
Accordingly, it is hereby agreed that if any one or more provisions of 
paragraph 9 of this letter which are restrictions or limitations on you 
shall, either by itself or themselves or taken with others, be adjudged to be 
invalid as exceeding what is reasonable, but would be valid if any such 
particular restriction or provisions were deleted or, restricted or limited 
in a particular manner, then the said provisions shall apply with such 
deletion, restriction, limitation, reduction, curtailment, or modification as 
may be necessary to make them valid and effective.

     If the foregoing accurately reflects your understanding of our agreement,
kindly execute the enclosed copy of this letter in the space provided and 
return it to me.  

                                        Very truly yours,

                                        UNIFY CORPORATION


                                        By      
                                           -------------------------------
                                           Arthur Patterson, on behalf
                                             of the Board of Directors

The foregoing is agreed and accepted.


                      ------------------------------
                          Reza Mikailli     Date


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                                      Exhibit A
                                   Form of Release

                                CONFIDENTIAL AGREEMENT
                                 AND GENERAL RELEASE

     This Confidential Agreement and General Release is entered into on this
___th day of __________, 19___, by and between ____________________ ("Employee")
and Unify Corporation, a California corporation (the "Company") and sets 
forth the terms upon which Employee and the Company have agreed to terminate 
the employment of Employee with the Company and each has agreed to release 
the other from any liability arising from the employment relationship and the 
termination of that relationship.

     The parties agree as follows:

     1.   The parties have agreed that is mutually in their best interests to 
terminate their full time employment relationship as of __________________ 
(the "Effective Date").  Upon the signing of this Agreement, Employee hereby 
resigns from all positions as an officer, director, trustee, and other 
offices he may hold or may have held with the Company and all subsidiaries 
and affiliates of the Company (collectively the "Affiliates") with effect 
from the date hereof and agrees that his employment with the Company shall 
have ceased at the close of business on that date.  

     2.   As compensation for entering into this Agreement, Employee shall 
receive the benefits described in that certain Letter Agreement between the 
Company and Employee dated as of March 31, 1995 as restated effective as of 
May 1, 1998.  The payment of such benefits shall be conditioned upon 
Employee's not having revoked this Agreement within eight (8) days following 
the date hereof.

     3.   Employee acknowledges that he has had access to proprietary 
information, trade secrets, and confidential material of the Company, 
including but not limited to customer lists, pricing and cost information, 
and sales strategy, and he agrees, without limitation in time or until such 
information shall become public other than by Employee's unauthorized 
disclosure, to maintain the confidentiality of that information and refrain 
from divulging, disclosing, or otherwise using said confidential information 
to the detriment of the Company or for any other purpose.  

     4.   Employee hereby fully and finally releases, acquits, and forever 
discharges the Company, the Affiliates, and any and all officers, directors, 
agents, employees, successors, or assigns of said persons or entities (the 
"Released Parties") from any and all claims, demands, liabilities, damages, 
causes of action, costs, expenses and compensation of any kind or nature 
whatsoever, whether or not now known or unknown, suspected or claimed, 
matured or unmatured, fixed or contingent, which Employee ever had, now has, 
or may claim to have from the beginning of time, against the Released Parties 
(whether directly or indirectly), or any of 

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them, by reason of any act, event, or omission concerning any matter, cause 
or thing, including those which arise out of, or result from, or occurred in 
connection with Employee's employment with the Company and/or its Affiliates, 
and the termination of that employment.

     The Company hereby fully and finally releases, acquits, and forever 
discharges Employee, and any and all agents, successors, or assigns of said 
persons or entities (the "Employee Released Parties") from any and all 
claims, demands, liabilities, damages, causes of action, costs, expenses and 
compensation of any kind or nature whatsoever, whether or not now known or 
unknown, suspected or claimed, matured or unmatured, fixed or contingent, 
which the Company ever had, now has, or may claim to have from the beginning 
of time, against the Employee Released Parties (whether directly or 
indirectly), or any of them, by reason of any act, event, or omission 
concerning any matter, cause or thing, including those which arise out of, or 
result from, or occurred in connection with Employee's employment with the 
Company and/or its Affiliates, and the termination of that employment.

     5.   It is expressly understood and agreed that there are no claims or 
provisions or liabilities not expressed in this Agreement and that the 
payment of the sums as hereinabove set forth is not, and shall not be 
construed to be, an admission of liability of any person, firm, or 
corporation; but that the parties are settling and compromising their 
employer-employee relationship as to which all of the parties deny any 
liability.  With respect to the said settlement, each party covenants and 
agrees that he shall forever refrain from initiating, prosecuting, 
maintaining or pressing any action, suit or claim in any jurisdiction, 
against the parties released herein, based on the termination of Employee's 
employment or holding of any office with the Company and the Affiliates.

     6.   The parties hereto each acknowledge that they may hereafter 
discover facts different from or in addition to those  they now know or 
believe to be true with respect to the claims, demands, causes of action, 
obligations, damages, and liabilities of any nature, whatsoever, that are the 
subject of the releases set forth in this Agreement, and they each expressly 
agree to assume the risk of the possible discovery of additional or different 
facts, and agree that this Agreement shall be and remain effective in all 
respects regardless of such additional or different facts.  The parties 
further agree that this Agreement and all the terms and conditions hereof 
shall be binding upon and inure to the benefit of their respective heirs, 
legal representatives, successors, and assigns.

     7.   The parties acknowledge that there is a risk that, subsequent to 
the execution of this Agreement, they may discover, incur or suffer from 
claims which were unknown or unanticipated at the time this Agreement is 
executed, including, without limitation, unknown or unanticipated claims 
which arose from, are based upon, or are related to the termination of 
Employee's employment with the Company and the Affiliates which, if known by 
them on the date this Agreement is being executed, may have materially 
affected their decision to execute this Agreement.  Each party acknowledges 
that it is assuming the risk of such unknown and unanticipated claims and 
agrees that this Agreement applies thereto.  Each party expressly 

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waives the benefits of Section 1542 of the Civil Code of the State of 
California, which reads as follows:

     "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
     KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
     WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
     DEBTOR."

     8.   In accordance with the Older Workers Benefit Protection Act of 
1990, Employee represents and acknowledges that he has been made aware of the 
following:

          (1)  he has the right to consult with an attorney before signing this
     Agreement;

          (2)  he has seven (7) days after signing this Agreement to revoke this
     Agreement, and this Agreement shall not be effective until that revocation
     period has expired.

     9.   Nothing in this Agreement shall be deemed to waive or affect the 
parties' rights and obligations under California Labor Code Section 2802, 
which reads in pertinent part:

     "AN EMPLOYER SHALL INDEMNIFY HIS EMPLOYEE FOR ALL THAT THE EMPLOYEE
     NECESSARILY EXPENDS OR LOSES IN DIRECT CONSEQUENCE OF THE DISCHARGE OF HIS
     DUTIES, AS SUCH, OR OF HIS OBEDIENCE TO THE DIRECTIONS OF THE EMPLOYER, 
     EVEN THOUGH UNLAWFUL, UNLESS THE EMPLOYEE, AT THE TIME OF OBEYING SUCH 
     DIRECTIONS, BELIEVED THEM TO BE UNLAWFUL."

     10.  The Company and Employee each represent and warrant that there has 
been no assignment or other transfer of any interest in any claim they may 
have against any of the parties released herein, or any of them, and each 
agrees to indemnify and hold harmless the released parties, and each of them, 
from any liability, claims, demands, damages, costs, expenses, and attorneys' 
fees incurred by the released parties, or any of them, as a result of any 
such assignment or transfer.

     11.  Each of the parties hereto agrees that if he or it hereafter 
commences, joins in, or in any manner seeks relief through any suit arising 
out of, based upon, or relating to any of the claims released hereunder, or 
in any manner asserts against the released parties, or any of them, any of 
the claims released hereunder, then he shall pay to the released parties, and 
each of them, in addition to any other damages caused to them thereby, all 
attorneys' fees incurred by the released parties in defending or otherwise 
responding to said suit or claim.

     12.  Each of the parties hereto represents that this Agreement has been 
carefully read by him or it and that he or it knows and understands the 
contents hereof.  Each of the parties has received independent legal advice 
from attorneys of his or its choice with respect to the 

<PAGE>

preparation, review and advisability of executing this Agreement.  Each of 
the parties further represents and acknowledges that he or it has freely and 
voluntarily executed this Agreement after independent investigation and 
without fraud, duress, or undue influence.

     13.  While the provisions contained in this Agreement are considered by 
the parties to be reasonable in all circumstances, it is recognized that 
provisions of the nature in question may fail for technical reasons and 
accordingly, it is hereby agreed and declared that if any one or more of such 
provisions shall, either by itself or themselves or taken with others, be 
adjudged to be invalid as exceeding what is reasonable in all circumstances 
for the protection of the interests of the Company, but would be valid if any 
particular restriction or provisions were deleted or, restricted or limited 
in a particular manner or if the period or area thereof were reduced or 
curtailed, then the said provisions shall apply with such deletion, 
restriction, limitation, reduction, curtailment, or modification as may be 
necessary to make them valid and effective.

     14.  This Agreement constitutes the entire agreement relating to the 
matters set forth herein between the parties who have executed it and 
supersedes any and all other agreements, understandings, negotiations, or 
discussions, either oral or in writing, express or implied, between the 
parties to this Agreement.  The parties to this Agreement each acknowledge 
that no representations, inducements, promises, agreements or warranties, 
oral or otherwise, have been made by them, or anyone acting on their behalf, 
which are not embodied in this Agreement, that they have not executed this 
Agreement in reliance on any such representation, inducement, promise, 
agreement or warranty, and that no representation, inducement, promise, 
agreement or warranty not contained in this Agreement including, but not 
limited to, any purported supplements, modifications, waivers or terminations 
of this Agreement shall be valid or binding, unless executed in writing by 
all of the parties to this Agreement.

     15.  Each of the parties covenants and agrees that neither he or it nor 
his or its attorneys or representatives shall reveal to anyone, except 
accountants for income tax purposes, any of the terms of this Agreement, 
except as may be mutually agreed upon in writing or otherwise required by law 
or court order.

     16.  The parties acknowledge that this Agreement was jointly prepared by 
them, by and through their respective legal counsel, and any uncertainty or 
ambiguity existing herein shall not be interpreted against any of the 
parties, but otherwise according to the application of the rules on 
interpretation of contracts.

     IN WITNESS WHEREOF, the parties have set their hand as of the first date 
written above.

UNIFY CORPORATION                       EMPLOYEE



By 
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